Carmell Therapeutics (CTCX) 10-Q 13 Sep 21 2021 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	5 Months Ended
	Jun. 30, 2021	Sep. 13, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	Alpha Healthcare Acquisition Corp. III
Entity Central Index Key	0001842939
Entity File Number	001-40228
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1177 Avenue of the Americas
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	494-3296
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ALPA
Security Exchange Name	NASDAQ
Entity Address, State or Province	NY
Current Fiscal Year End Date	--12-31
Entity Tax Identification Number	86-1645738
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	ALPAU
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	ALPAW
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,312,500

Condensed Balance Sheet

Condensed Balance Sheet	Jun. 30, 2021USD ($)
Assets
Deferred offering costs	$ 315,178
Total assets	315,178
Current liabilities:
Accrued offering costs and expenses	240,934
Due to related party	56,820
Total current liabilities	297,754
Commitments and Contingencies (Note 5)
Stockholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	24,569
Accumulated deficit	(7,576)
Total stockholders' equity	17,424
Total Liabilities and Stockholder's Equity	315,178
Common Class A [Member]
Stockholders' equity:
Common stock value	0
Common Class B [Member]
Stockholders' equity:
Common stock value	$ 431	[1]
[1]	This share quantity includes up to 562,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). On March 1, 2021, the Company effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - $ / shares	Mar. 01, 2021	Jun. 30, 2021
Preferred stock par or stated value per share		$ 0.0001
Preferred stock shares authorized		1,000,000
Preferred stock shares issued		0
Preferred stock shares outstanding		0
Common Class A [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued		0
Common stock shares outstanding		0
Common Class B [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	10,000,000	10,000,000
Common stock shares issued		4,312,500
Common stock shares outstanding	4,312,500	4,312,500
Stockholders' Equity Note, Stock Split	1:1.2
Common Class B [Member] | Over-Allotment Option [Member]
Common Stock Shares Subject To Forfeiture		562,500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended	5 Months Ended
		Jun. 30, 2021	Jun. 30, 2021
Formation cost		$ 0	$ 1,211
Other expenses		6,365	6,365
Net loss		$ (6,365)	$ (7,576)
Basic and diluted weighted average shares outstanding	[1]	3,750,000	3,750,000
Basic and diluted net loss per share		$ 0	$ 0
[1]	This share quantity excludes up to 562,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). On March 1, 2021, the Company effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

Condensed Statements of Opera_2

Condensed Statements of Operations (Parenthetical) - Common Class B [Member] - shares	Mar. 01, 2021	Jun. 30, 2021
Stockholders' Equity Note, Stock Split	1:1.2
Common stock shares outstanding	4,312,500	4,312,500
Over-Allotment Option [Member]
Common Stock Shares Subject To Forfeiture		562,500

Condensed Statements of Changes

Condensed Statements of Changes in Stockholder's Equity - USD ($)		Total	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Jan. 20, 2021		$ 0	$ 0	$ 0	$ 0
Beginning Balance (in Shares) at Jan. 20, 2021	[1]		0
Class B common stock issued to Sponsor		25,000	431	24,569
Class B common stock issued to Sponsor (in Shares)	[1]		$ 4,312,500
Net loss		$ (1,211)			(1,211)
Ending Balance at Mar. 31, 2021		23,789	$ 431	$ 24,569	(1,211)
Ending Balance (in Shares) at Mar. 31, 2021	[1]		4,312,500
Beginning Balance at Jan. 20, 2021		0	$ 0	0	0
Beginning Balance (in Shares) at Jan. 20, 2021	[1]		0
Net loss		(7,576)
Ending Balance at Jun. 30, 2021		17,424	$ 431	24,569	(7,576)
Ending Balance (in Shares) at Jun. 30, 2021	[1]		4,312,500
Beginning Balance at Mar. 31, 2021		23,789	$ 431	24,569	(1,211)
Beginning Balance (in Shares) at Mar. 31, 2021	[1]		4,312,500
Net loss		(6,365)			(6,365)
Ending Balance at Jun. 30, 2021		$ 17,424	$ 431	$ 24,569	$ (7,576)
Ending Balance (in Shares) at Jun. 30, 2021	[1]		4,312,500
[1]	This share quantity includes up to 562,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). On March 1, 2021, the Company effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholder's Equity (Parenthetical) - Common Class B [Member] - shares	Mar. 01, 2021	Jun. 30, 2021
Stockholders' Equity Note, Stock Split	1:1.2
Common stock shares outstanding	4,312,500	4,312,500
Over-Allotment Option [Member]
Common Stock Shares Subject To Forfeiture		562,500

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	5 Months Ended
	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (7,576)
Changes in current assets and current liabilities:
Accrued offerings costs and expenses	1,211
Net cash used in operating activities	(6,365)
Cash Flows from Financing Activities:
Proceeds from related party	56,820
Payments of offering costs	(50,455)
Net cash provided by financing activities	6,365
Net Change in Cash	0
Cash - January 21, 2021 (inception)	0
Cash - end of the period	0
Supplemental Disclosure of cash flow information:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock	25,000
Deferred offering costs included in accrued offerings costs and expenses	$ 239,723

Organization and Business Opera

Organization and Business Operations	5 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Alpha Healthcare Acquisition Corp. III is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. While the Company may pursue an initial Business Combination target in any business or industry, it intends to focus its search on companies in the healthcare industry. The Company has selected December 31 as its fiscal year end. As of June 30, 2021, the Company had not yet commenced any operations. All activity from January 21, 2021 (inception) through June 30, 2021, relates to the Company’s formation and the Public Offering (as defined below). The registration statement for the Company’s Public Offering was declared effective on July 26, 2021. On July 29, 2021 (“IPO Date”), the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3. In connection with the IPO, the Company also granted the underwriters a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 455,000 Units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to AHAC Sponsor III LLC (the “Sponsor”), generating gross proceeds of $4,550,000, which is described in Note 4. At the IPO Date, transaction costs amounted to $3,353,143, consisting of $3,000,000 of underwriting fees and $353,143 of other offering costs. The Company has also accrued underwriting fees of $5,250,000 that will be paid only if a business combination is entered into. In addition, cash of $1,550,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units for the total amount of $4,441,030. Resulting from the partial over-allotment exercise, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. Following the closing of the Initial Public Offering on July 29, 2021, an amount of $154,441,030 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, including the Units sold upon the exercise of the over-allotment option, and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 pre-initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete an initial Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares at a per-share The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share The Sponsor has agreed (i) to waive its redemption rights with respect to any Founder Shares, private placement shares and public shares held by it in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to any Founder Shares or private placement shares held by it if the Company fails to complete its Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its Business Combination within such time period, (iii) not to propose any amendment to the Company’s amended and restated certificate of incorporation that would modify the substance or timing of its obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern Consideration Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period or time, which is considered to be one year from the issuance date of the condensed financial statements. On July 29, 2021, the Company consummated its Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these financials are issued and therefore substantial doubt has been alleviated.

Significant Accounting Policies

Significant Accounting Policies	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on July 27, 2021, as well as the Company’s Current Reports on Form 8-K, Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $315,178 at June 30, 2021, which were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 21, 2021 (inception) through June 30, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, At the IPO Date, the Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815-40. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40) 2020-06”), 2020-06 Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On July 29, 2021, the Company sold 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150.0 million. Each unit consists of one share of Class A common stock and one-fourth On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units for the total amount of $4,441,030, received on August 6, 2021. Resulting from the partial over-allotment exercise, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds.

Related Party Transactions

Related Party Transactions	5 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On January 21, 2021, the Sponsor subscribed to purchase 3,593,750 shares of the Company’s common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On January 25, 2021, the Sponsor paid $25,000, or approximately $0.00696 per share, to cover for certain offering and formation costs in consideration for 3,593,750 Founder Shares. On March 1, 2021, the Company effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture provisions lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day The Sponsor, directors and executive officers have agreed not to transfer, assign or sell (i) any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading “Lock-up”). Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 455,000 Private Placement Units for an aggregate purchase price of $4,550,000, in a private placement. Each Private Placement Unit is identical to the Units sold in the Initial Public Offering except as described below. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Resulting from the partial over-allotment exercise on August 3, 2021, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. The Private Placement Units (including the placement shares, the placement warrants and Class A common stock issuable upon exercise of such placement warrants) will not be transferable or salable until 30 days after the completion of our Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor). Promissory Note — Related Party On January 25, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the Proposed Public Offering. This loan is non-interest Due to Related Party The balance of $56,820 as of June 30, 2021, of which $50,455 represents the offering costs paid by the Sponsor on behalf of the Company. Administrative Service Fee The Company has agreed, commencing on the date that the Company’s securities are first listed on the Nasdaq, to pay an affiliate of the Sponsor a monthly fee of an aggregate of $10,000 for office space, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2021, there were no written agreements in place for the Working Capital Loans..

Commitments & Contingencies

Commitments & Contingencies	5 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, Private Placement Warrants, Class A common stock underlying the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans (and any shares or Class A common stock issuable upon the exercise of the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement dated July 26, 2021. The holders of these securities are entitled to make unlimited demands that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriters Agreement The Company granted the underwriters a 45-day The underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Public Offering, or $3,000,000 (or up to $3,450,000 if the underwriters’ over-allotment is exercised in full), paid on July 29, 2021. In addition, the underwriters will be entitled to a deferred underwriting fee of three and a half percent (3.5%), or $5,250,000 of the gross proceeds of the Public Offering (or up to $6,037,500 if the underwriters’ over-allotment is exercised in full) upon the completion of the Company’s initial Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19

Stockholder's Equity

Stockholder's Equity	5 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Stockholder's Equity	Note 6 — Stockholder’s Equity Common Stock On March 1, 2021, the Company amended its charter to authorize issuance of 100,000,000 Class A common stock, with a par value of $0.0001 per share, 10,000,000 Class B common stock, with a par value of $0.0001 per share, and 1,000,000 preferred stock, with a par value of $0.0001 per share, and effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding All shares and per share amounts have been retroactively restated to reflect the stock split. At June 30, 2021, there were (i) no shares of Class A common stock issued and outstanding and (ii) 4,312,500 shares of Class B common stock issued and outstanding, of which an aggregate of up to 562,500 shares of Class B common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture term lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day Both Class A and B stockholders will vote together as a single class on all matters submitted to a vote of the Company stockholders, with each share of common stock entitling the holder to one vote. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one as-converted outstanding upon completion of the Proposed Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any Private Placement Units issued to our Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred Stock Warrants The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Subsequent Events

Subsequent Events	5 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the Initial Public Offering, as described in these condensed financial statements, the Company did not identify any subsequent events, that require adjustment or disclosure in the condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on July 27, 2021, as well as the Company’s Current Reports on Form 8-K,
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $315,178 at June 30, 2021, which were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 21, 2021 (inception) through June 30, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Derivative Instruments	Derivative Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, At the IPO Date, the Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815-40.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40) 2020-06”), 2020-06 Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s financial statements.

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Jun. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares Issued, Price Per Share				$ 10
Restricted Investments Term				185 days
Lock In Period For Redemption Of Public Shares After Closing Of IPO				24 months
Percentage of public shares to be redeemed in case business combination is not consummated				100.00%
Equity Method Investment, Ownership Percentage				50.00%
Minimum Net Worth Required for Compliance				$ 5,000,001
Sponsor [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants and rights issued during the period				455,000
Class Of Warrants and Rights Issued, Price Per Warrant				$ 10
Proceeds from Issuance of Private Placement				$ 4,550,000
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issuance costs				3,353,143
Payments for Underwriting Expense				3,000,000
Other Offering Costs				353,143
Deferred Offering Costs Current And Noncurrent				1,550,000
Accrued underwriting fees				$ 5,250,000
Subsequent Event [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 154,441,030
Subsequent Event [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants and rights issued during the period	8,882
Proceeds from Issuance of Private Placement	$ 88,820
Subsequent Event [Member] | Common Class A [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares		15,000,000
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 150,000,000
Overallotment option vesting period		45 days
Subsequent Event [Member] | Maximum [Member] | Common Class A [Member] | Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares		2,250,000
Subsequent Event [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares			2,250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	444,103
Stock Issued During Period, Value, Stock Options Exercised	$ 4,441,030

Significant Accounting Polici_3

Significant Accounting Policies - Additional Information (Detail)	5 Months Ended
	Jun. 30, 2021USD ($)
Accounting Policies [Abstract]
Cash Equivalents, at Carrying Value	$ 0
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs	315,178
Unrecognized Tax Benefits	0
Accrued for interest and penalties	0
FDIC Insured Amount	$ 250,000

Initial Public Offering - Addit

Initial Public Offering - Additional information (Detail) - USD ($)	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Jun. 30, 2021
Shares Issued, Price Per Share				$ 10
Subsequent Event [Member] | IPO [Member]
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 154,441,030
Subsequent Event [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period	8,882
Proceeds from Issuance of Private Placement	$ 88,820
Subsequent Event [Member] | Common Class A [Member] | IPO [Member]
Stock shares issued during the period shares		15,000,000
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 150,000,000
Exercise price of warrant		$ 11.50
Subsequent Event [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member]
Stock shares issued during the period shares			2,250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	444,103
Stock Issued During Period, Value, Stock Options Exercised	$ 4,441,030

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Aug. 03, 2021	Jul. 26, 2021	Mar. 01, 2021	Jan. 25, 2021	Jan. 21, 2021	Mar. 31, 2021	Jun. 30, 2021
Shares Issued, Price Per Share							$ 10
Stock Issued During Period, Shares, Issued for Services						25,000
Due to related party							$ 56,820
Office Space Administrative And Support Services [Member]
Expenses from Transactions with Related Party							10,000
Working Capital Loan [Member]
Due to related party							0
Debt Instrument, Convertible, Warrants issued							$ 1,500,000
Warrants issued price per warrant							$ 1.50
Sponsor [Member]
Related parties offering costs							$ 50,455
Sponsor [Member] | Promissory Note [Member]
Debt Instrument, Face Amount				$ 300,000
Note payable – related party							$ 0
Sponsor [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period							455,000
Proceeds from Issuance of Private Placement							$ 4,550,000
Subsequent Event [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period	8,882
Proceeds from Issuance of Private Placement	$ 88,820
Underwriting Agreement [Member] | Subsequent Event [Member] | Over-Allotment Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	444,103
Stock shares issued during the period shares		2,250,000
Common Class A [Member]
Common stock par or stated value per share			$ 0.0001				$ 0.0001
Common stock shares outstanding							0
Common Class A [Member] | Sponsor [Member]
Share price							$ 12
Number of trading days for determining the share price							20 days
Number of consecutive trading days for determining the share price							30 days
Waiting period after which the share trading days are considered							150 days
Founder Shares [Member]
Common Stock, Shares Subscribed but Unissued					3,593,750
Common stock par or stated value per share					$ 0.0001
Stock Issued During Period, Value, Issued for Services				$ 25,000	$ 25,000
Shares Issued, Price Per Share				$ 0.00696
Stock Issued During Period, Shares, Issued for Services				3,593,750
Founder Shares [Member] | Subsequent Event [Member] | Over-Allotment Option [Member]
Stock shares issued during the period shares	2,250,000
Common Stock forfeiture provisions lapsed	111,026
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	451,464
Overallotment option vesting period	45 days
Common Class B [Member]
Common stock par or stated value per share			$ 0.0001				$ 0.0001
Stockholders' Equity Note, Stock Split			1:1.2
Common stock shares outstanding			4,312,500				4,312,500

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - Over-Allotment Option [Member] - Underwriting Agreement [Member] - USD ($)	Aug. 03, 2021	Jul. 26, 2021	Jun. 30, 2021
Cash underwriting discount percent			2.00%
Deferred underwriting fee percent			3.50%
Minimum [Member]
Payment of underwriting discount			$ 3,000,000
Deferred underwriting commission			5,250,000
Maximum [Member]
Payment of underwriting discount			3,450,000
Deferred underwriting commission			$ 6,037,500
Subsequent Event [Member]
Stock shares issued during the period shares		2,250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	444,103
Stock Issued During Period, Value, Stock Options Exercised	$ 4,441,030

Stockholder's Equity - Addition

Stockholder's Equity - Additional Information (Detail) - $ / shares	Aug. 03, 2021	Mar. 01, 2021	Jan. 25, 2021	Jun. 30, 2021
Class of Stock [Line Items]
Equity Method Investment, Ownership Percentage				50.00%
Preferred stock par or stated value per share				$ 0.0001
Preferred stock shares authorized				1,000,000
Preferred stock shares issued				0
Preferred stock shares outstanding				0
Volume weighted average price of shares				$ 9.20
Proceeds from equity used for funding business combination as a percentage of the total				60.00%
Warrant [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 11.50
Warrants and rights outstanding term				5 years
Common Class A [Member]
Class of Stock [Line Items]
Common stock par or stated value per share		$ 0.0001		$ 0.0001
Common stock shares authorized		100,000,000		100,000,000
Common stock shares issued				0
Common stock shares outstanding				0
Common Class A [Member] | Founder [Member]
Class of Stock [Line Items]
Percentage of common stock issued and outstanding				20.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock par or stated value per share		$ 0.0001		$ 0.0001
Common stock shares authorized		10,000,000		10,000,000
Common stock shares issued				4,312,500
Common stock shares outstanding		4,312,500		4,312,500
Stockholders' Equity Note, Stock Split		1:1.2
Stock Issued During Period, Shares, Stock Splits		4,312,500
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock par or stated value per share		$ 0.0001
Preferred stock shares authorized		1,000,000
Redemption of warrants equals or exceeds $18.00 [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price				180.00%
Share price				$ 18
Class of warrants or rights redemption price per unit				$ 0.01
Notice period of redemption warrant				30 days
Securities for capital with closing of initial business combination				20 days
Third trading day prior to date on which company notice of redemption				30 days
Redemption of warrants equals or exceeds $18.00 [Member] | Common Class A [Member]
Class of Stock [Line Items]
Notice period of redemption warrant				30 days
Redemption of warrants below $9.20 [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price				115.00%
Share price				$ 9.20
Over-Allotment Option [Member]
Class of Stock [Line Items]
Number of additional shares purchased	444,103
Number of shares available for purchase	2,250,000
Number of shares lapsed	111,026
Number of founder shares forfeited	451,464
Over-Allotment Option [Member] | Common Class B [Member]
Class of Stock [Line Items]
Common Stock Shares Subject To Forfeiture				562,500
Over-Allotment Option [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock shares issued during the period shares			3,593,750
Common Stock Shares Subject To Forfeiture			468,750
Equity Method Investment, Ownership Percentage			20.00%